[EMBARGOED UNTIL 7.00AM] [15 FEBRUARY 2010]
ING UK Real Estate Income Trust Ltd ("ING UK REIT")
Statement re. Press Comment
The Board of ING UK REIT notes the recent press speculation in relation to its interest in Rugby Estates Investment Trust plc ("Rugby REIT") and confirms that it is in preliminary discussions with the Board of Rugby REIT to consider a potential offer for Rugby REIT.
These discussions are at an early stage and may or may not lead to a formal offer being made to the shareholders of Rugby REIT. There is no certainty that any offer for Rugby REIT will be made.
A further announcement will be made as and when appropriate.
ING Real Estate Investment Management (UK) Limited 020 7767 5648
ING Corporate Finance 020 7767 1000
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Rugby REIT, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Rugby REIT , they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Rugby REIT by ING UK REIT or Rugby REIT, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.